BEIJING, July 14, 2025 — NaaS Technology Inc. (Nasdaq: NAAS) (“NaaS” or the “Company”), the pioneer U.S.-listed electric vehicle charging service provider in China, disclosed today its intention to adjust the ratio of its American Depositary Shares (the “ADSs”) to its Class A ordinary shares (the “ADS Ratio”), which have a par value of US$0.01 per share. The current ADS Ratio of one ADS representing 800 Class A ordinary shares will be modified to a new ADS Ratio of one ADS representing 3,200 Class A ordinary shares.
For the Company’s ADS holders, this alteration in the ADS Ratio will effectively serve as a one-for-four reverse ADS split. A post-effective amendment to the ADS Registration Statement on Form F-6 will be submitted to the SEC to reflect this change in the ADS Ratio. The Company anticipates that the revised ADS Ratio will become effective on or about July 30, 2025 (U.S. Eastern Time).
Each ADS holder of record at the close of business on the date when the change in ADS Ratio is implemented will be required to surrender and exchange every four existing ADSs then held for one new ADS. JPMorgan Chase Bank, N.A., acting as the depositary bank for the Company’s ADS program, will facilitate the exchange of the current ADSs for the new ones. The Company’s ADSs will continue to be traded on the Nasdaq Stock Market under the symbol “NaaS.”
No fractional new ADSs will be issued in connection with this modification to the ADS Ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank, and the net cash proceeds from the sale of these fractional ADS entitlements (after the deduction of relevant fees, taxes, and expenses) will be distributed to the applicable ADS holders by the depositary bank. This change in the ADS Ratio will have no impact on the Company’s underlying Class A ordinary shares, and no Class A ordinary shares will be issued or canceled as a result of this ADS Ratio adjustment.
As a consequence of the change in the ADS Ratio, the ADS trading price is expected to increase proportionally. However, the Company cannot provide any assurance that the ADS trading price after the change in the ADS Ratio will be equal to or exceed four times the ADS trading price prior to the change.
The depositary and the Company have also mutually agreed to amend the amended and restated deposit agreement, dated May 30, 2024, in order to align it with current standards and to incorporate the change in the ADS Ratio.
About NaaS Technology Inc.
NaaS Technology Inc. is the inaugural U.S.-listed electric vehicle (EV) charging service company in China. The Company operates as a subsidiary of Newlinks Technology Limited, a prominent energy digitalization group in China. The Company is recognized as one of the leading providers of new energy asset operation services. Utilizing advanced technology, the Company intelligently matches charging supply with demand, providing electric vehicle users with a seamless, efficient, and intelligent charging experience. Furthermore, NaaS empowers charging stations and charging station operators to optimize their operations, thereby driving greater efficiency and enhancing profitability.
Safe Harbor Statement
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “will,” “expects,” “believes,” “anticipates,” “intends,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates, and projections concerning the Company and its industry. All information provided in this press release is current as of this date, and the Company assumes no obligation to update any forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will prove correct, and investors are cautioned that actual results may differ materially from the anticipated results. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: NaaS’ goals and strategies; its future business development, financial conditions, and results of operations; its ability to continuously develop new technology, services, and products and keep pace with changes in the industries in which it operates; the growth of China’s EV charging industry and EV charging service industry and NaaS’ future business development; demand for and market acceptance of NaaS’ products and services; NaaS’ ability to protect and enforce its intellectual property rights; NaaS’ ability to attract and retain qualified executives and personnel; the COVID-19 pandemic and the effects of government and other measures that have been or will be taken in connection therewith; the U.S.–China trade war and its effect on NaaS’ operation, fluctuations of the RMB exchange rate, and NaaS’ ability to obtain adequate financing for its planned capital expenditure requirements; NaaS’ relationships with end-users, customers, suppliers, and other business partners; competition in the industry; relevant government policies and regulations related to the industry; and fluctuations in general economic and business conditions in China and globally. Further information regarding these and other risks is included in NaaS’ filings with the SEC.
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